ACT 2: The story moves to a warehouse where a man (unknown to us at the moment) exercising. As he completes his routine, the panel fades out and superheroes' items such as Captain America's shield, Thor's mighty Mojlnir, Iron Man's costume, are displayed here and there. In a darker section of the warehouse, a picture of Spider-Man is hung up. The man speaks to the picture and suddenly freaks out and rips the picture into shreds...

ACT 3: Back at his apartment, Peter is busy putting on his costume, pondering at the same time about his departure from Randy's apartment on such short notice. As he looks down on the balcony at Caryn's dog, he can't help but shaking the feeling it's building something inside Caryn's apartment...

ACT 4: The man, seen earlier exercising is now walking towards some building wearing a strange costume, and holding a mannequin and a box under his arms. The security guard at the door asks the man to state his business but the latter, as he raises his hand, sends the guard crashing through the window. As the chief of security attempts to call for back up, the man pulls off Thor's hammer out of nowhere and destroys the chief's desk. Doc Octopus' arms grow out of his back as he grabs the chief by the throat. As other security guards come to his rescue, the villain's arms turn into, on one side, the Hulk's arm and on the other side, Reed Richards elastic arm. He then starts destroying everything around him using such items as Cap's shields and Thor's hammer once again. As a guard pleads for his life, the man, still holding the mannequin as he transforms into Spider-Man, tells the guard to notify everybody that Spider-Man's here and that he's got a hostage.

ACT 5: Spider-Man, sitting on a roof ledge, listens to his portable radio transmitter when the news of a tense hostage situation concerning himself is underway. He races to the scene.

ACT 6: A police helicopter is telling the man to let go of the hostage, who's in fact the mannequin he'd been holding for the last hour or so. The man does not answer. Spider-Man arrives on the scene. A toe-to-toe fight ensues between the two enemies. Spider-Man has a hard time taking out the man, named FUSION as he morphs from one superhero to another as the fight proceeds. The man suddenly turns around and unarms the cops by the look of an eye. As the other cops start shooting in their way (that includes Spider-man), the man pronounces the word "die" and the men shooting die instantly. As he looks up at the soaring helicopter, he says "explode" and it blows up into pieces, apparently killing the pilot and whoever else was inside the helicopter. Spider-Man is furious at the man, telling him that their death was not necessary. The man replies that he did it because of him, and that he's not going to kill him today but that he was gonna make him pay first, make him realize that the people about to die was all his fault (Spider-Man, not the man). Perplexed, Spider-Man asks what he means. As the crazy man explains, he throws the mannequin he had been holding over the roof ledge, only to reveal a hidden bomb inside the mannequin. As Spider-Man reaches to grab the mannequin, he sees himself trying to save the late Gwen Stacy. The clock keeps ticking and the bomb detonates, sending huge blocks of concrete everywhere...to be continued.